FOURTH AMENDMENT TO LEASE
THIS FOURTH AMENDMENT TO LEASE, made as of the 31st day of March,
1996, by and between HEIGHTS PLAZA ASSOCIATES, a New Jersey partnership,
having an office x/x Xxxxxx Xxxxxxx Xxxxxxxxxxx, Xxxxx Xxxxx North, 00
Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter called "Landlord"),
and MEDICORE, INC., a Florida corporation, having an address at 000 Xxxxxxx
Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxx Xxxxxx 00000 (hereinafter called "Tenant").
W I T N E S S E T H :
WHEREAS, by Agreement of Lease dated April 30, 1981, as amended by an
Amendment to Lease dated October 28, 1985, a Second Amendment to Lease
dated April 11, 1988, and a Third Amendment to Lease dated March 21, 1991
(the Agreement of Lease, the Amendment to Lease, the Second Amendment
thereto and the Third Amendment thereto being hereinafter collectively
referred to as the "Lease"), Landlord and Tenant and/or its predecessor-
in-interest, Automated Medical Laboratories, Inc., entered into a lease
which now covers approximately three thousand eight hundred seventy
(3,870) rentable square feet of space in a portion of the fifth (5th)
floor of a certain building commonly known as 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx Xxxxxxx, Xxx Xxxxxx (hereinafter called the "Premises"); and
WHEREAS, the term of the Lease expires as of the date hereof and
Landlord and Tenant are mutually desirous of extending the term of the
Lease upon all of the terms, covenant and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars
and other good and valuable consideration paid by each party to the other,
the receipt and sufficiency whereof are hereby acknowledged by both parties,
Landlord and Tenant do hereby covenant and agree as follows:
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1. All of the recital clauses hereinabove set forth are hereby in-
corporated by reference as though set forth verbatim and at length herein.
2. The term of the Lease is hereby extended for an additional five
(5) year period commencing April 1, 1996, and expiring on March 31, 2001
(hereinafter referred to as the "New Extended Term"), upon all of the same
terms, covenants and conditions of the Lease, except as hereinafter ex-
pressly set forth.
3. During the New Extended Term, the base year is hereby changed
from 1991 to 1996.
4. During the New Extended Term, the fixed rent shall be decreased
to the sum of Sixty-one Thousand Nine Hundred Twenty ($61,920.00) Dollars
per annum.
5. During the New Extended Term, the words "tax base" defined in
Article 4(a)(ii) of the Lease shall mean the taxes for the base year and
the words "base expenses" defined in Article 4(a)(iv) of the Lease shall
mean the operating expenses for the base year.
6. During the New Extended Term, the estimated Electric Energy Charge
is hereby increased to the sum of Four Thousand Eight Hundred Thirty-seven
and 50/100 ($4,837.50) Dollars per annum.
7. During the New Extended Term, the Security Deposit being held by
Landlord in the sum of Eleven Thousand Seven Hundred Seventy-One and 25/100
($11,771.25) Dollars shall be applied to the fixed rent which would other-
wise be payable until such time as said Security Deposit has been fully
credited against the fixed rent due and owing during the New Extended Term.
8. Upon the execution of this Fourth Amendment to Lease, Landlord
agrees to proceed with all due diligence to perform at its sole cost and
expense all of the work set forth on the
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Xxxxxxx Xxxxxx, XXX, X-0 drawing dated October 31, 1995, which drawing has
been counter-initialed by the parties hereto.
9. The Lease is hereby amended by adding at the end thereof the
following new Article 36:
"36. RENEWAL OPTION.
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A. Subject to the provisions set forth below, Tenant shall have the
option to renew this Lease for an additional term of five (5) years (the
"Renewal Term"), which Renewal Term shall commence upon the expiration of
the New Extended Term. All of the terms, covenants and conditions of this
Lease shall govern the Renewal Term, except as otherwise specifically set
forth hereinafter or if inapplicable thereto.
(1) The fixed rent shall be the greater of (i) Market Rent (as
defined in subparagraph (2) below), or (ii) the fixed rent as adjusted
pursuant to Article 4, as of the last day of the New Extended Term.
(2) "Market Rent" shall mean the fair market rent for the
demised premises for the New Extended Term, determined as of the date one
hundred eighty (180) days prior to the expiration of the New Extended
Term (the "Determination Date"), based upon the rents generally in effect
for comparable office space in comparable condition in Bergen County, New
Jersey. Market Rent (for the purposes of determining the fixed rent only
during the New Extended Term) shall be determined on what is commonly known
as a "gross" basis; this is, in computing Market Rent it shall be assumed
that all real estate taxes and customary services are included in such
fixed rent. Notwithstanding the foregoing, the fixed rent for the New
Extended Term shall be thereafter increased from time to time as provided
in this Lease, and the base year, tax base and base expenses for the New
Extended Term shall all three be deemed re-defined as and re-computed on
the basis of the last calendar year of the New Extended Term of this Lease.
(3) Landlord shall notify Tenant ("Landlord's Determination
Notice") of Landlord's determination of the Market Rent within sixty (60)
days of the Determination Date. If Tenant disagrees with Landlord's deter-
mination, Tenant shall notify Landlord ("Tenant's Notice of Disagreement")
within twenty (20) days of receipt of Landlord's Determination Notice.
Time shall be of the essence with respect to Tenant's Notice of Disagree-
ment, and the failure of Tenant to give such notice within the time period
set forth above shall conclusively be deemed an acceptance by Tenant of
the Market Rent as determined by Landlord and a waiver by Tenant of any
right to dispute such Market Rent. If Tenant timely gives its Tenant's
Notice of Disagreement, then the Market Rent shall be determined as
follows: Landlord and Tenant shall, within thirty (30) days of the date
on which Tenant's Notice of Disagreement was given, each appoint an
Appraiser for the purpose of determining the Market Rent, an "Appraiser"
shall mean a duly qualified impartial real estate appraiser who is a
member of the American Institute of Real Estate Appraisers and who has
at least ten (10) years experience in appraising the rental value of
office properties comparable to the Building and located in Northern
New Jersey. In the event that the two (2) Appraisers so appointed fail
to agree as to the Market Rent within a period of thirty (30) days after
the appointment of the second Appraiser, such two (2) Appraisers shall
forthwith appoint a third Appraiser who shall
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make a determination in the manner hereinafter described within thirty
(30) days thereafter. If such two (2) Appraisers fail to agree upon such
third Appraiser within ten (10) days following the last thirty (30) day
period, such third Appraiser shall be appointed by the Bergen County
Assignment Judge of the New Jersey Superior Court. Such two (2)
Appraisers or the third Appraiser, as the case may be, shall proceed
with all reasonable dispatch to determine the Market Rent. Within
fifteen (15) days following the appointment of the third Appraiser, each
party shall submit to the third Appraiser a written report setting forth
its determination of the Market Rent of the applicable premises for the
applicable term, together with such information on comparable rentals, or
such other evidence as such party shall deem relevant. The third Appraiser
shall, within thirty (30) days following the submission of such written
reports render its decision by selecting the determination of Market Rent
submitted by either the Appraiser selected by Landlord or the Appraiser
selected by Tenant which, in the judgment of the third Appraiser, most
nearly reflects the Market Rent of the applicable premises for the appli-
cable term. It is expressly understood that such third Appraiser shall
have no power or authority to select any Market Rent other than a Market
Rent submitted by the appraiser selected by Landlord or the Appraiser
selected by Tenant, and the decision of such third Appraiser shall be
final and binding upon the parties hereto. The decision of such Appraisers
shall be final; such decision shall be in writing and a copy shall be
delivered simultaneously to Landlord and to Tenant. If such Appraisers
fail to deliver their decision as set forth above prior to the commencement
of the New Extended Term, Tenant shall pay Landlord the fixed rent at the
rate as of the last day of the New Extended Term, until such decision is
so delivered. If the Market Rent as determined above is in excess of the
actual rent paid, then Tenant, upon demand, shall pay to Landlord the
difference between the actual rent paid and the Market Rent from the
commencement of the New Extended Term. Landlord and Tenant shall each
be responsible for and shall pay the fee of the Appraiser appointed by
them respectively, and Landlord and Tenant shall share equally the fee
of the third Appraiser.
B. Tenant's option to renew, as provided in subparagraph A above,
shall be conditioned upon and subject to each of the following:
(1) Tenant shall notify Landlord in writing of its exercise of
its option to renew at least nine (9) months, but not more than fifteen
(15) months, prior to the expiration of the New Extended Term;
(2) At the time Landlord receives Tenant's notice as provided
in (1) above, Tenant shall not be in default under the terms or provisions
of this Lease beyond the applicable grace period for the cure thereof, and
at the time of the exercise of its option, Tenant shall not have subleased
more than twenty-five (25) percent of the demised premises;
(3) Tenant shall have no further renewal option other than the
option to extend for the one (1) Renewal Term as set forth in subparagraph
(A) above;
(4) This option to renew shall be deemed personal to the Tenant
and may not be assigned, except to an assignee under an assignment made
pursuant to the provisions of this Lease; and
(5) Landlord shall have no obligation to do any work or perform
any services for the New Extended Term with respect to the demised premises
which Tenant agrees to accept in its then "as is" condition."
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10. As herein amended, the Lease is ratified, confirmed and remains
in full force and effect.
11.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals as of the day and year first above written.
WITNESS: HEIGHTS PLAZA ASSOCIATES
(Landlord)
By Xxxxxxx Associates, its
general partner
------------------------------ By-----------------------------------
Xxxxx Xxxxxxx, general
partner
ATTEST: MEDICORE, INC. (Tenant)
/s/ Xxxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxxx
By:-------------------------- By:----------------------------------
Name: Xxxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxxx
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Title: Secretary Title: CEO President
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